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"Captain's log, stardate 10:26.3 – We've established orbit around Gamma Alpha V to verify findings of the robot probe that discovered this planet ten years ago..."

Spock reports to CaptainKirk that the probe reported the planet as a Class M, but that it was uninhabited. This does not jibe with the current sensor readings that there is a civilization on the planet, including an enormous city. Kirk orders Spock, Sulu, Lt.Uhura, and Dr.McCoy to the transporter room to beam down to the planet.

Montgomery Scott transports the landing party down, and they find themselves in the midst of a city. They begin to explore, and Kirk spots someone across the road, and discovers that it is George Washington, but is shocked because Washington has been dead for over 400 years and Spock's tricorder states that Washington is real. Washington invites them over for dinner and introduces his wife, Helen of Troy. He explains that they've lived on the planet as long as they can remember, and they can do anything they want, except visit the silver spire at the center of town. Kirk tells Spock and Sulu to investigate the tower.

When the two leave, Washington introduces the crew to Nero (Emperor of Rome), Anton York (45th president of the United States of America), Abraham Lincoln, and mentions some of the others, including Alexander the Great, Napoleon, Cleopatra, Louis XIV, Florence Nightengale, and others. McCoy states that it must be heaven, but Kirk points out Hitler, and another member of the Nazi party. Kirk tries to contact Spock, but there is no answer. The crew head across town, and find Sulu with a large lump on his head, but there is no sign of Spock.

Underground, Mr. Spock awakes to find himself tied to a chair. A man introduces himself as Alexander Lazarus, an Earth historian of, as Spock puts it, "some minor repute." Lazarus tells Spock how he came to arrive on the planet after he was alienated from the scientific community on Earth and that he and his androids fled into space, eventually landing here. The silver spire is an antenna, and his computer was capable of recording the brain thoughts of all of the important and famous people in Earth's history. One day, the PSI-Clone short-circuited and one of the androids was caught in the energy burst. When Lazarus reached him, he discovered that the android had been transformed into Benjamin Franklin. Within a few months, the androids built a city around the spire, and Lazarus began imbuing them with the mind and memories of Earth's history. Unfortunately, now Lazarus is bored and wants something new. When he saw Spock, he decided to study Vulcan history, and all he needs is Spock's brain.

"Captain's log, stardate 10:26.8 – Upon beaming down to the planet Gamma Alpha V, we've discovered something incredible – a city peopled by every famous person who ever walked the Earth! While examining a strange silver tower in the city's center, Mr. Spock disappeared! Even now, my first officer – my friend – is somewhere on this planet, perhaps in terrible danger!"

Spock cannot understand how his brain would help Lazarus, and Lazarus explains that the PSI-Clone cannot understand Vulcan thoughts, and that to teach the computer to do this would destroy the brain. Just as Spock calls him mad, the alarm goes off. It appears that Sulu has discovered a hatch on the surface. Lazarus presses a button, and on the surface, the historical figures begin to attack the landing party.

Down in the chamber below, Spock has freed himself from the manacles by using a simple mathematical progression and disarms Lazarus. Lazarus flees, and accidentally stumbles into the brain-drain device. Spock tries to free him but the door has been sealed. The device drains Lazarus, killing him. Spock notices that the computer is damaged and that it is going wild. He contacts Scotty aboard the Enterprise and tells him to beam the others out but that he has important records that must be saved.

Scotty beams up the others, saving them from the fray. Kirk tells Spock that they are going to beam him up immediately. Scotty notes that Spock is too far beneath the surface, so turns the transporter up to full, double the normal output. The transporter will be hard pressed to handle the load for long. Just as he tries to transport Spock though, the sensors read that the cavern has been completely destroyed. Fortunately, they managed to save Spock, just as the planet explodes. The Enterprise races away at warp speed, managing to survive the explosion and shock waves. Spock was unable to save any of the records, and Kirk rues it, telling McCoy that "our heritage is our inspiration."

"They're closing in for the Kill, Captain! Have you any suggestions?"
"Everyone, stand your ground! If this is going to be the end, we're going down fighting!"

- Spock and Kirk, as the crew face figures from the past

"My apologies, Mr. Spock! You were most definitely right!"
"Naturally, Captain! Did you expect otherwise?"
"You know, Spock– sometimes you can be irritatingly human!"
"Really, Doctor– this is no time for insults!"

- Kirk, Spock, and McCoy, on Spock being proven right

"You won't live long enough to gloat over your ingenuity, Spock!"
"The term "gloat" is not applicable, Lazarus! Use your head! You don't realize what you are doing!"

- Lazarus and Spock, as Spock tries to escape

"Jim, they're wiping up the place.. ugh.. with us!"
"I know, Bones – but I just can't bring myself to shoot Abraham Lincoln!"

- McCoy and Kirk, while fighting the androids

"All that information – lost forever! After all, what is man without his heroes – his fables and legends? Our heritage is our inspiration, Bones – to reach for things beyond what we can already touch – to dream a greater dream and mold it into a reality! Without the thinkers, the planners, the leaders, the doers – without our history to catch us when we fall and set us on our feet again... what has man got left?"

Canon characters listed below are linked to the main article about them. Non-canon characters are not linked, but those that recurred, appearing or being mentioned in more than one story, are defined further in Gold Key TOS characters.